SayPro Standard Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into as of [Date], by and between:

SayPro, a company registered and existing under the laws of [Jurisdiction], with its principal office located at [SayPro Address] (“Disclosing Party”),
and
[Recipient Name], with a principal address at [Recipient Address] (“Receiving Party”).

The Disclosing Party and the Receiving Party may be referred to individually as a “Party” and collectively as the “Parties.”

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1.SayPro Purpose

The Parties wish to explore a business opportunity of mutual interest and, in connection with this opportunity, may disclose to each other certain confidential or proprietary information.

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2.SayPro Definition of Confidential Information

“Confidential Information” means any non-public, proprietary, or confidential data or information disclosed by either Party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to: business plans, customer data, financial data, technical information, product designs, trade secrets, marketing strategies, and other information designated as confidential.

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3.SayPro Obligations of Receiving Party

The Receiving Party agrees to:

• Maintain the confidentiality of the Confidential Information using at least the same degree of care it uses for its own confidential information (but in no case less than reasonable care),
• Not disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party,
• Use the Confidential Information solely to evaluate or pursue the business relationship with the Disclosing Party.

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4.SayPro Exclusions

Confidential Information does not include information that:

• Was publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party;
• Was already in the Receiving Party’s possession without restriction;
• Is disclosed with prior written approval of the Disclosing Party;
• Becomes known to the Receiving Party from a source other than the Disclosing Party without breach of this Agreement;
• Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

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5.SayPro Term and Termination

This Agreement shall remain in effect for a period of [2/3/5] years from the date of last disclosure of Confidential Information. The confidentiality obligations shall survive the termination of this Agreement for a period of [2/3/5] years, or as required by law.

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6.SayPro Return of Materials

Upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information.

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7.SayPro No License

Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.

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8.SayPro No Obligation

Nothing herein obligates either Party to proceed with any business transaction, and either Party may terminate the discussions at any time.

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9.SayPro Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.

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10.SayPro Miscellaneous

• This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof.
• Any amendments or modifications must be in writing and signed by both Parties.
• If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.

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SayPro
By: ___________________________
Name:
Title:
Date:

[Recipient Name]
By: ___________________________
Name:
Title:
Date:

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